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1.95M
thousands US$
thousands US$
thousands December
31, 2021 5,859 643 332 6,834 Asset
Additions - 5 117 122 Asset
Depreciation ( 159 ) - ( 25 ) ( 184 ) Asset
Disposals for Self-Consumption - ( 13 ) - ( 13 ) March
31, 2022 5,700 635 424 6,759 12 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
3 - Stockholders’ Equity The
Company’s shareholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase
the number of shares of common stock, par value $ 0.01 , that the Company is authorized to issue from 400,000,000 shares to 800,000,000 shares, effective June 9, 2021. A.
2011 Equity Incentive Stock Option Plan During
the three months ended March 31, 2022, the Company did not grant any options from the 2011 Equity Incentive Plan for employees, directors
and consultants. During
the three months ended March 31, 2021, the Company granted the following options from the 2011 Equity Incentive Plan for employees, directors
and consultants, to purchase shares of common stock as non-cash compensati i. Options to purchase 600,000 shares of Common Stock to six senior officers and three staff members at an exercise price of $ 0.915 per share. The options vested upon grant and are exercisable through January 4, 2031. The fair value of the options at the date of grant amounted to approximately $ 456,000 . ii. Options to purchase 75,000 shares of Common Stock were granted to one senior officer at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 6, 2031. The fair value of the options at the date of grant amounted to approximately $ 68,000 . B.
2011 Non-Employee Directors Stock Option Plan During
the three months ended March 31, 2022, the Company did not grant any qualified (market value) options from the 2011 Non-Employee Directors
Stock Option Plan to its directors. During
the three months ended March 31, 2021, the Company granted the following qualified (market value) and non-qualified options from the 2011
Non-Employee Directors Stock Option Plan for directors to purchase shares of common stock as non-cash compensati i. Options to purchase 350,000 shares of Common Stock to seven board members at an exercise price of $ 0.915 per share. The options vested upon grant and are exercisable through January 4, 2027. The fair value of the options at the date of grant amounted to approximately $ 252,000 . ii. Options to purchase 50,000 shares of Common Stock were granted to one board member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 4, 2027. The fair value of the options at the date of grant amounted to approximately $ 45,000 . C.
2021 Omnibus Incentive Stock Option Plan Effective
June 9, 2021, the Company’s shareholders authorized the adoption of the Zion Oil & Gas, Inc. 2021 Omnibus Incentive Stock Option
Plan (“Omnibus Plan”) for employees, directors and consultants, initially reserving for issuance thereunder 38,000,000 shares
of common stock. The
Omnibus Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock,
bonus stock, awards in lieu of cash obligations, other stock-based awards and performance units. The plan also permits cash payments
under certain conditions. 13 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
3 - Stockholders’ Equity (cont’d) The
compensation committee of the Board of Directors (comprised of independent directors) is responsible for determining the type of award,
when and to whom awards are granted, the number of shares and the terms of the awards and exercise prices. The options are exercisable
for a period not to exceed ten years from the date of grant. During
the three months ended March 31, 2022, the Company granted the following options from the 2021 Equity Omnibus Plan for employees, directors
and consultants, to purchase shares of common stock as non-cash compensati i. Options to purchase 175,000 shares of Common Stock to six senior officers and one staff member at an exercise price of $ 0.1529 per share. The options vested upon grant and are exercisable through January 4, 2032. The fair value of the options at the date of grant amounted to approximately $ 22,000 . ii. Options to purchase 25,000 shares of Common Stock to one senior officer at an exercise price of $0.01 per share. The options vested upon grant and are exercisable through January 4, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $4,000. iii. Options to purchase 300,000 shares of Common Stock to one senior officer and one staff member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 5, 2032. These options were granted per the provisions of the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 39,000 . iv. Options to purchase 200,000 shares of Common Stock one board member at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 5, 2032. These options were granted per the provisions under the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 29,000 . v. Options to purchase 1,600,000 shares of Common Stock to five senior officers and four staff members at an exercise price of $ 0.1529 per share. The options vest on January 5, 2023 (one year from the date of grant) and are exercisable through January 5, 2032. The fair value of the options at the date of grant amounted to approximately $ 209,000 , and will be recognized during the years 2022 and 2023. vi. Options to purchase 1,400,000 shares of Common Stock to seven board members, at an exercise price of $ 0.1529 per share. The options vest on January 5, 2023 (one year from the date of grant) and are exercisable through January 5, 2032. The fair value of the options at the date of grant amounted to approximately $ 182,000 , and will be recognized during the years 2022 and 2023. vii. Options to purchase 160,000 shares of Common Stock to four staff members, at an exercise price of $ 0.01 per share. The options vested upon grant and are exercisable through January 17, 2032 . These options were granted per the provisions under the Israeli Appendix to the Plan. The fair value of the options at the date of grant amounted to approximately $ 23,000 . viii. Options to purchase 200,000 shares of Common Stock to six staff members at an exercise price of $ 0.14 per share. The options vest on January 17, 2023 (one year from the date of grant) and are exercisable through January 17, 2032. The fair value of the options at the date of grant amounted to approximately $ 26,000 , and will be recognized during the years 2022 and 2023. ix. Options to purchase 40,000 shares of Common Stock to two consultants at an exercise price of $ 0.14 per share. The options vest on January 17, 2023 (one year from the date of grant) and are exercisable through January 17, 2032. The fair value of the options at the date of grant amounted to approximately $ 5,000 , and will be recognized during the years 2022 and 2023. During
the three months ended March 31, 2021, the Company did not grant any options from the 2021 Equity Omnibus Plan for employees, directors
and consultants (as the Plan was not in existence during that period). 14 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
3 - Stockholders’ Equity (cont’d) D.
Stock Options The
stock option transactions since January 1, 2022 are shown in the table be Number
of shares Weighted Average exercise price US$ Outstanding,
December 31, 2021 9,741,750 0.64 Changes
during 2022 t Granted
to employees, officers, directors and others 4,100,000 0.13 Expired/Cancelled/Forfeited - - Exercised ( 50,000 ) 0.01 Outstanding,
March 31, 2022 13,791,750 0.49 Exercisable,
March 31, 2022 10,551,750 0.60 15 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
3 - Stockholders’ Equity (cont’d) The
following table summarizes information about stock options outstanding as of March 31, 2022: Shares
underlying outstanding options (non-vested) Shares
underlying outstanding options (fully vested) Range
of exercise price Number outstanding Weighted average remaining contractual life (years) Weighted Average Exercise price Range
of exercise price Number Outstanding Weighted average remaining contractual life (years) Weighted Average Exercise price US$ US$ US$ US$ 0.14 240,000 9.81 0.14 0.01 10,000 1.62 0.01 0.15 3,000,000 9.77 0.15 0.01 5,000 2.20 0.01 — — — — 0.01 20,000 4.17 0.01 — — — — 0.01 130,000 4.75 0.01 — — — — 0.01 50,000 4.76 0.01 — — — — 0.01 60,000 5.04 0.01 — — — — 0.01 200,000 5.13 0.01 — — — — 0.01 40,000 5.50 0.01 — — — — 0.01 85,000 5.75 0.01 — — — — 0.01 25,000 5.76 0.01 — — — — 0.01 30,000 5.91 0.01 — — — — 0.01 4,000 6.01 0.01 — — — — 0.01 25,000 6.77 0.01 — — — — 0.01 85,000 7.46 0.01 — — — — 0.01 205,000 7.63 0.01 — — — — 0.01 35,000 7.76 0.01 — — — — 0.01 75,000 8.76 0.01 — — — — 0.01 200,000 9.14 0.01 — — — — 0.01 355,000 9.29 0.01 — — — — 0.01 10,000 9.42 0.01 — — — — 0.01 500,000 9.76 0.01 — — — — 0.01 110,000 9.80 0.01 — — — — 0.15 200,000 9.76 0.15 — — — — 0.16 340,000 7.69 0.16 — — — — 0.16 75,000 3.69 0.16 — — — — 0.18 25,000 3.67 0.18 — — — — 0.25 50,000 9.42 0.25 — — — — 0.25 363,000 9.42 0.25 — — — — 0.28 25,000 3.42 0.28 — — — — 0.28 25,000 7.42 0.28 — — — — 0.29 25,000 5.20 0.29 — — — — 0.39 1,510,000 9.27 0.39 — — — — 0.59 1,400,000 5.13 0.59 — — — — 0.59 1,800,000 9.14 0.59 — — — — 0.92 350,000 4.76 0.92 — — — — 0.92 600,000 8.76 0.92 — — — — 1.33 25,000 1.07 1.33 — — — — 1.38 105,307 2.76 1.38 — — — — 1.55 200,000 0.18 1.55 — — — — 1.67 405,943 2.51 1.67 — — — — 1.70 218,500 0.72 1.70 — — — — 1.75 250,000 1.27 1.75 — — — — 1.78 25,000 2.43 1.78 — — — — 2.31 250,000 1.76 2.31 — — — — 4.15 25,000 2.26 4.15 0.14 - 0.15 3,240,000 0.15 0.01 - 4.15 10,551,750 0.60 16 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
3 - Stockholders’ Equity (cont’d) Granted
to employees The
following table sets forth information about the weighted-average fair value of options granted to employees and directors during the
year, using the Black Scholes option-pricing model and the weighted-average assumptions used for such grants: For the three months ended March 31, 2022 2021 Weighted-average
fair value of underlying stock at grant date $ 0.15 $ 0.92 Dividend
yields — — Expected
volatility 127 %- 133 % 121 %- 143 % Risk-free
interest rates 1.37 %- 1.55 % 0.16 %- 0.38 % Expected
lives (in years) 5.00 - 5.50 3.00 - 5.00 Weighted-average
grant date fair value $ 0.13 $ 0.77 Granted
to non-employees The
following table sets forth information about the weighted-average fair value of options granted to non-employees during the year, using
the Black Scholes option-pricing model and the weighted-average assumptions used for such grants: For
the three months ended March 31, 2022 2021 Weighted-average
fair value of underlying stock at grant date $ 0.15 $ — Dividend
yields — — Expected
volatility 103 % — Risk-free
interest rates 1.78 % — Expected
lives (in years) 10 — Weighted-average
grant date fair value $ 0.14 $ — The
risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected
life of the options. The
expected life represents the weighted average period of time that options granted are expected to be outstanding. The expected life of
the options granted to employees and directors is calculated based on the Simplified Method as allowed under Staff Accounting Bulletin
No. 110 (“SAB 110”), giving consideration to the contractual term of the options and their vesting schedules,
as the Company does not have sufficient historical exercise data at this time. The expected life of the option granted to non-employees
equals their contractual term. In the case of an extension of the option life, the calculation was made on the basis of the extended
life. 17 Zion
Oil & Gas, Inc. Consolidated
Condensed Notes to Financial Statements (Unaudited) Note
3 - Stockholders’ Equity (cont’d) E.
Compensation Cost for Warrant and Option Issuances The
following table sets forth information about the compensation cost of warrant and option issuances recognized for employees and directo For
the three months ended March 31, 2022 2021 US$
thousands US$
thousands 214 821 The
following table sets forth information about the compensation cost of warrant and option issuances recognized for non-employe For
the three months ended March 31, 2022 2021 US$
thousands US$